Update: I was unfortunately not aware of Shamus Young's severe criticism of Fallout 3 available here to link in the original piece and I regret that. It dovetails rather nicely with what I've written and it's much better executed than my piece. I strongly recommend anyone...

I had the opportunity to attend the Disney Infinity 2.0 reveal back in May. As excited as I was to see it, I really wanted to try it. Unfortunately since this was only a reveal event, there was no way to get hands-on with it. Lucky for me,I didn’t have to wait for too long because at E3 this week Disney Interactive brought the Avengers playset to the show floor along with a new playset announcement for Spider-Man. Those lucky enough to attend E3 and stop by Disney’s booth were able to give the upcoming new installment of Disney Infinity a go.

After getting to spend a good amount of time trying out all six of the Avengers characters, I came away extremely pleased that the team at Avalanche Software had clearly set out to improve all aspects of Disney Infinity, not just add new faces and call it a day.

You’ll be playing in Marvel’s Manhattan. The Avengers playset is four times the size of The Incredibles playset, which was the largest playset in the original game. In a classic villain team-up between Loki and M.O.D.O.K., you’ll start out frozen with the rest of the Avengers inside Stark Tower, and have to free yourself and figure out why Loki is freezing Manhattan while defeating the Frost Giants he’s unleashed along the way.

Another great addition to 2.0 is the introduction of skill trees for your Heroes, a feature that was requested by fans who loved playing with all the characters, but at the same time there weren’t any defining differences between playing with, say, Jack Sparrow and Davy Jones. Beyond having unique moves between all the Super Heroes, they added the skill tree feature that will allow players to customize their characters while leveling them up. As you level up, you earn points to unlock the abilities that you want to personalize your Hero of choice with. The level cap has also been raised from 15 to 20.

Like the original, Disney Infinity Marvel Super Heroes will have a new assortment of Power Discs. Some of the new Power Discs will allow your Hero to wear an alternate costume. Along with the new costume, the disc will also provide a boost to your health or maybe a loot bonus. So even if you didn’t have the Spider-Man figure to go along with his costume, your Hero will still get the added bonus for using the disc. Another new Power Disc adds the ability to create a Super Hero Team-Up, where you can, for example, bring in The Winter Soldier to fight alongside The Hulk.

After receiving many complaints from players that the original Toy Box was difficult to work with, it has now been streamlined to be more user-friendly, and the Creativ-a-toys have also been revamped. Instead of trying to figure out which one goes where and how to link them so they work properly, they are now preset so you only need to place them in your Toy Box to get them to work. They are now more templates, but they still have a level of customization to them.

Additional template Creativ-a-toys will allow you to make car combat-styled games like Twisted Metal or Mario Kart. There are also new builder characters that can make procedural rail-grinds, castles, and treehouses which can all be customized even further once you have a design laid out that you’re happy with. For those who like a challenge when building out their Toy Box, they don’t have to use the procedurally-generated tools. Another new Toy Box feature is the ability to go in and create rooms inside the structures you make.

Disney Infinity 2.0 isn’t all just about Marvel, either. Prior to E3, both Maleficent and Merida figures were revealed at local San Francisco event. One of the cooler non-Marvel Power Discs I got to try was Darkwing Duck’s Grappling Gun, and his Ratcatcher motorcycle was seen as well.

I know we’re just scraping the surface of what Disney has in store for Disney Infinity 2.0. San Diego Comic-Con will most likely be the next big opportunity for an announcement as it’s just a few short weeks away. What do you want to see revealed next? More classic Disney figures and playsets? A Guardians of the Galaxy playset? (Don’t forget that Groot and Rocket Raccoon were in the reveal trailer!)

While no official release date has yet to be announced, we do know that it will be coming this Fall to PS4, PS3, Xbox One, Xbox 360, Wii U, PC, and iOS.